Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness," "we," "us," or the "Firm") is pleased to confirm its engagement by Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV" or the "Client"), a Delaware limited partnership (EIN: 84-3291067), with its registered address at 1209 Orange Street, Wilmington, Delaware 19801, and its principal office at 600 Lexington Avenue, 38th Floor, New York,

2. Description of the Proposed Transaction To provide context for the scope of our engagement, we summarize below our understanding of the proposed transaction based on discussions with your team and our preliminary review of the materials provided to date. Ownership Structure. HPE Fund IV holds approximately 62.4% of the outstanding shares of common stock of Veldran Industries Holdings, Inc. ("Veldran" or "VIH"), a

3. Scope of Engagement 3.1 Tax Opinion Calderwood & Harkness is engaged to render a written tax opinion (the "Tax Opinion") addressed to HPE Fund IV (and, to the extent directed by the Client, to Veldran and the Veldran Board of Directors) concluding that: (i) the Distribution of Meridian common stock by Veldran to its shareholders "should" qualify as a tax-free distribution under Section 355(a) of the Code, such tha

4. Engagement Team The following attorneys have been assigned to this Engagement and will be the primary points of contact for the Client: Leonard Cross — Responsible Partner, Tax Department. Mr. Cross has been a partner at Calderwood & Harkness since 2010 and has over twenty years of experience advising clients on U.S. federal income tax matters, with a particular focus on corporate spin-offs, split-offs, mergers an

5. Fees and Billing Arrangements 5.1 Hourly Rates Legal services rendered in connection with this Engagement will be billed on an hourly basis at the following 2022 standard rates for the attorneys assigned to this matter: Rates for other timekeepers (including other partners, associates, or paraprofessionals) who may work on the matter from time to time will be provided to the Client upon request. All time will be r

6. Client Identification and Dual Representation The Client for purposes of this Engagement is Harrowgate Private Equity Fund IV, L.P. Calderwood & Harkness's duties of loyalty, confidentiality, and communication run to HPE Fund IV (and, by extension, to Harrowgate Advisors and the general partner acting on behalf of HPE Fund IV). Our engagement is with the fund entity and not with any individual partner, member, off

7. Confidentiality Calderwood & Harkness will maintain the confidentiality of all non-public information, documents, and communications provided by or on behalf of the Client in connection with this Engagement, in accordance with the Firm's professional obligations and the applicable rules of professional conduct, including the New York Rules of Professional Conduct. The Client acknowledges and agrees that the Tax Op

8. Document Retention Calderwood & Harkness will retain all files, documents, and work product relating to this Engagement in accordance with the Firm's standard document retention policies. Under such policies, client files are generally retained for a period of ten (10) years following the close or termination of the Engagement, after which the Firm reserves the right to destroy or dispose of such files without fur

9. Termination Either party may terminate this Engagement upon thirty (30) days' prior written notice to the other party, delivered to the addresses set forth in this letter (or to such other address as may be designated in writing by the applicable party). Termination of the Engagement shall not relieve the Client of its obligation to pay all fees, expenses, and disbursements incurred by Calderwood & Harkness throug

10. No Guarantee of Outcome Calderwood & Harkness makes no guarantee or assurance regarding the outcome of the tax analysis, the conclusions that will be reached in the Tax Opinion, or the treatment of the Spin-Off by the IRS or any court. The rendering of the Tax Opinion at a "should" level of comfort reflects our best professional judgment based on the law, regulations, and authorities in effect at the time, and on

11. Governing Law and Dispute Resolution This engagement letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Engagement, or the services provided hereunder, inc

12. Acceptance and Execution If the foregoing terms are acceptable to you, please indicate your agreement by signing and returning a copy of this letter to the undersigned. We are prepared to commence work promptly upon receipt of the fully executed engagement letter. We very much look forward to working with you, Ms. Yeung, and the entire Harrowgate team on this transaction. Please do not hesitate to contact Leonard